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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment Number 1 to Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For Fiscal Year Ended Commission File Number
December 31, 1994 0-2532
FIFTH DIMENSION INC.
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State of Incorporation IRS Employer Identification
New Jersey No. 21-0717490
Address of Principal Executive Offices
801 New York Avenue
Trenton, New Jersey 08638-3982
Company's Telephone Number: (609) 393-8350
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock
Par Value $0.33-1/3
1,093,636 Shares Were
Outstanding on February 28, 1995
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of The Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulations SB is not contained herein, and will not be contained,
to the best of registrant knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]
On February 28, 1995, the approximate aggregate market value of the voting
stock held by non-affiliates of the Company was $5,536,532.
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The Company hereby amends the following portion of the Company's Form 10-
KSB for the fiscal year ended December 31, 1994:
PART II
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS
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FINANCIAL CONDITION
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The liquidity of the Issuer showed continued improvement during 1994.
The cash and short-term investment position increased by $106,955 while bank
debt declined by $146,000 during the current year. These improvements were
primarily a result of operating profits, accounts receivable collections, and a
termination of a self-funded health benefit plan. It is anticipated that the
Issuer can maintain its current liquidity position while continuing to reduce
long-term debt and finance capital additions from funds generated by internal
operations. The Issuer invested $119,050 in fixed asset additions during 1994
while recording depreciation reserves of $111,527. Similar expenditures are
anticipated for 1995.
The Issuer has no outstanding debt on its working capital line of
credit as of December 31, 1994, out of a total borrowing capacity of $750,000.
The balance on this line of credit was repaid in February 1994, but this
borrowing facility has been kept in place in order to support future capital
needs and growth. The remaining debt consists of a five-year term loan, which
has a remaining balance of $183,333 as of December 31, 1994 and provides for a
monthly principal reduction of $4,167 over the balance of the loan.
RESULTS OF OPERATIONS
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Gross profit for 1994 increased to $1,290,651 (32% of sales)
compared to $1,013,869 (22% of sales) in 1993. The gross profit improvement was
achieved despite the decline in revenues to $4,060,844 for 1994 resulting from
the completion of a large contract and reduced Mercury Switch revenues. The
gross profit improvement is attributable to a change in product mix to higher
margin product lines. The higher gross profit more than offset an increase in
overhead expenses and resulted in net income for 1994 of $98,682 versus $20,435
in 1993. On a per share basis, the 1994 income represents earnings of $0.09 per
share versus $0.02 per share in 1993.
The 1994 selling, general and administrative expenses of the Issuer
were higher in 1994 versus 1993 as a result of increases in advertising and
sales related expenses, insurance expenses and computer related costs. It is
anticipated that overhead expenses will increase, although at a slower rate, in
1995 as a result of increases budgeted for marketing/sales and research and
development expenses to support future growth.
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Interest costs declined significantly in 1994 due to lower inventory
and receivable commitments which allowed for a reduction in bank financing.
The Issuer has provided for income taxes at statutory rates for 1994
and 1993.
The Issuer anticipates a net loss for the first and second quarters of
1995, compared to net income for the comparative periods of 1994. The Issuer
expects such a net loss as a result of production delays and technical problems,
including a customer imposed work stoppage, on the Kearfott Guidance and
Navigation IMU Slip Ring contract, a major contract of the Issuer, which is
anticipated to result in lower sales and a reduction in gross profit for the
first and second quarters of 1995. The Issuer anticipates that the sales lost
due to the production delays will be recovered by the Issuer over the balance of
the contract period in 1995 and 1996. The Issuer expects that shipments of
backlogged products in the second half of 1995 will offset some of the
anticipated losses in the first half of 1995.
SIGNATURES
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Pursuant to the requirement of The Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment Number 1 to Form 10-KSB for the fiscal
year ended December 31, 1994 to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIFTH DIMENSION INC.
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(Registrant)
Date: November 14, 1995 By: /s/ Craig E. Ebner
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Craig E. Ebner
President and Chief Executive Officer
Director
